PIC Estate - Chapter 11 Bidding Procedures / APA Summary

Bidding Procedures / Asset Purchase Agreement Summary

Overview

• The Debtor, PIC Estate, LLC, filed its Motion to Sell Real Property Pursuant to 11 U.S.C. § 363(f), seeking authority to convey the Property to the Stalking Horse Bidder free and clear of liens, claims, and encumbrances, unless a higher and better bid is made consistent with the previously approved Bidding Procedures.
• The Debtor filed its voluntary Chapter 11 petition on March 2, 2026, and is managing its property as a debtor-in-possession under sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been requested, and no committee has been appointed or sought.
• Prior to filing, the Debtor sought to subdivide the parcels and sell lots, executing approximately 200 lot sale contracts for yet-unplatted lots to prospective homeowners (the "Lot Buyers"), from whom the Debtor received approximately $20 million. The Debtor was ultimately unsuccessful in its business plan and filed this case to resolve its obligations. Many such buyers/investors have already appeared in the proceeding via filed proofs of claim.

Parties Involved

• Seller: PIC Estate, LLC, as Debtor
• Purchaser: Centurion American Acquisitions, LLC ("CAA"), as Stalking Horse Bidder, whose bid has been approved by the Court as the "stalking horse" bid for the Property
• The Stalking Horse Bidder is not an insider of the Debtor, and the Purchase Price was arrived at through arm's-length negotiations.

Assets Being Sold

• The Property, consisting of approximately 387 acres of land and improvements located in Princeton, Texas, of which the Debtor is the record title holder and true owner.
• According to the Debtor's Schedules, the total estimated value of the Property is $41,400,000, encumbered by approximately $27,678,936.33 of secured debt.

Stalking Horse Bid

• The total proposed purchase price of the Property is $41,556,206.61. The Debtor presently believes this amount will be sufficient to pay all creditors in full, depending on the outcome of disputed claims.
• Consideration equal to the lesser of $41,556,206.61 or the allowed amount of all secured and unsecured claims, paid as follows:
  • $21,530,000.00 in cash or other immediately available funds at Closing; and
  • The remainder of the Purchase Price by execution of a Promissory Note payable to the Debtor over a period not to exceed 24 months. The Promissory Note will be guaranteed by 2M Holdings, LP or a Creditors' Trust established under a plan of reorganization.
• A true and correct copy of the Real Estate Sales Contract executed by the Stalking Horse Bidder, together with a subsequently executed amendment (as amended, the "Sale Contract"), was attached to the Debtor's Motion for Approval of (A) Bid Procedures and (B) Stalking Horse Bidder and Bid Protections and is incorporated by reference.

Earnest Money

• Earnest Money: $200,000.00

Inspection Period

• The Inspection Period commences on the Effective Date and continues until August 15, 2026.
• The Stalking Horse Bidder has the unilateral right to extend the Inspection Period one time for thirty days by delivering written notice to the Seller, the Bankruptcy Court, and the Title Company before its expiration.

Termination Rights

• CAA may terminate the Sale Contract without cause prior to the expiration of the Inspection Period.

Bid Protections

• Bankruptcy Court authorization of standard buyer protection provisions, including, without limitation, minimum overbid increments, competing bidder deposit requirements, and break-up fees.

Bidding Procedures

• The Court has approved bidding procedures under the Order Approving (A) Bid Procedures and (B) Stalking Horse Protections (Docket No. 88, the "Sale Procedures Order") to ensure that higher and/or better bids for the Property can be secured within the timetable under which the Stalking Horse Bidder is scheduled to close its purchase.
• The Debtor, in the exercise of its reasonable business judgment, seeks authority to convey the Property to the Stalking Horse Bidder unless a higher and better bid is made consistent with the Bidding Procedures. In such event, at the Sale Hearing (as defined in the Sale Procedures Order), the Debtor will recommend that the party tendering the highest and best bid be sold the Property, subject to the terms of the Bidding Procedures and the bidding protections afforded to the Stalking Horse Bidder.

Other Material Conditions

• Conditioned upon the Debtor filing a Chapter 11 case;
• Bankruptcy Court authorization of a § 363 sale free and clear of liens, claims, and encumbrances;
• CAA right to be consulted on all bankruptcy pleadings prior to filing; and
• CAA approval of any pleading or agreement related to the sale of the Property or the Sale Contract.

Business Justification

• Sound business justification exists for the sale. The Debtor is illiquid and faces substantial challenges to resolve that impediment in the near future, and prior to filing, portions of the Property faced imminent foreclosure threats.
• While the Property may have aggregate equity, each individual tract is already heavily leveraged, and most debts continue to accrue at a rate of 18%. The Debtor also faces looming concerns regarding the Lot Investors who had sought to acquire future lots by investment, and has no funds with which to develop the Property.
• The Debtor submits that the proposed orderly sale is the only viable alternative to maximize value and avoid further diminution in value, supporting an expeditious but regulated and controlled sale to the Stalking Horse Bidder to preserve value.
• The ultimate purchase price will be dictated by the market and is presumptively fair and reasonable. Whether sold to the Stalking Horse Bidder or to another Qualified Bidder (as defined in the Sale Procedures Order) willing to pay more, the value received by the estate pursuant to the Bid Procedures will necessarily be the highest possible value.
• Under the Bid Procedures, the Debtor will have acted in good faith to canvass the market to ensure the highest value possible, and submits that all prerequisites to sell the Property under § 363(b) of the Bankruptcy Code are met.

Sale Free and Clear

• The Debtor submits that one or more conditions of § 363(f) are satisfied, and in particular believes that §§ 363(f)(3), (f)(4), and (f)(5) will be met.
• Because § 363(f)(3) has been interpreted as requiring that the sale price equal or exceed the value of the property, the Debtor believes any sale price, including the purchase price set forth in the Sale Contract, will exceed the value of the Property at the time of sale. For purposes of § 363(f)(3), each secured claim is valued only to the extent of its actual realizable interest in the estate property; so long as the Property is sold for a price that equals or exceeds its fair market value as determined by the Court, the sale may proceed.
• Absent meeting the qualifications of § 363(f)(3), all parties asserting a lien on the Property are either disputed or could be compelled to accept monetary satisfaction of their respective security interests.
• All liens of any secured party against the Property will attach to the excess proceeds from the sale to the same extent and priority as such liens now exist on the Property.

Good Faith Purchaser

• Because the Stalking Horse Bidder is not an insider and the Purchase Price was arrived at through arm's-length negotiations, the Stalking Horse Bidder is entitled to the full good faith purchaser protections of section 363(m) of the Bankruptcy Code.
• The Debtor will show at the Sale Hearing that it negotiated with the Stalking Horse Bidder at arm's-length, in good faith, and in an effort to achieve the best offer for the Property, and that the Stalking Horse Bidder, represented by independent counsel, recognized the need for and actively encouraged transparency in the solicitation of competing bids via the Bid Procedures.
• The Debtor submits that the sale does not constitute an avoidable transaction pursuant to § 363(n) and that the ultimate purchaser will be a "good faith" purchaser entitled to the full protections afforded by § 363(m). The Debtor requests that any Order granting the Motion contain findings and protections pursuant to § 363(m).

Secured Creditors / Liens on the Property

• As set forth in the Debtor's Schedules, certain secured creditors' liens overlap between tracts, including those of the Collin County Tax Assessor Collector, AMS Trading, Equity Secured Capital, and Suleman Bhimani (or his affiliates).
• Certain creditors have filed proofs of claim contending that they hold claims secured by all or part of the Property, though that status is not consistent with the Debtor's records or the relevant official real property records; nevertheless, such parties are included as potential secured creditors.
• The known parties with liens on the Property or holding putative secured claims (with counsel where they have appeared) include:
  • Davis Consulting Engineers, PLLC (c/o Robert A. Simon)
  • Equity Secured Investments, Inc. (c/o Brian T. Cumings)
  • Ryan Kasper, Asset Manager II, CV3financial
  • Ceasons Holdings, LLC (c/o Jason Binford, Kane Russell Coleman Logan PC)
  • UMB Bank, National Association, legal title trustee for MLM 13648 Title Trust (c/o Juanita Michelle Deaver, Codilis & Moody, P.C.)
  • City of Princeton (c/o Perdue Brandon Fielder et al, Attn: Linda Reece)
  • Walton Texas, LP (c/o John Tancabel and c/o Kelly Singer, Squire Patton Boggs (US) LLP)
  • Collin County Tax Assessor Collector (Abernathy, Roeder, Boyd & Hullett, P.C.)
  • Inspire Financial Trust (c/o Joyce Lindauer)
  • Invenue, LLC, Suleman Bhimani, and AMS Trading (c/o John F. Berry and c/o Patrick Kelley, PLLC)
  • Quest Trust Company
  • Huitt Zollars, Inc.
  • Naseeruddin Mohammad

Waiver of Stay

• The Debtor requests that any order approving the Motion be effective immediately, thereby waiving the 14-day stay imposed by Bankruptcy Rule 6004, as waiver or elimination of the stay is necessary for the sale to close and the funding to be received as expeditiously as possible.
• The Debtor submits that it is in the best interest of the estate to close the sale as soon as possible after all closing conditions have been met or waived.

Key Dates

• Petition Date: March 2, 2026
• Inspection Period Expiration: August 15, 2026 (subject to one 30-day extension by the Stalking Horse Bidder)
• Closing Date: On or before thirty days after the expiration of the Inspection Period and entry of an order approving the sale